Divestiture Process Sample Clauses

Divestiture Process. The Settlement provided that the Commission would have an opportunity to review and decide whether to approve the transaction agreements signed by the bidder or bidders. (Attachment A, p. 4). This provision was satisfactory to the Commission, given the uncertainty of what the bidding process would produce. The GOECS contended that the Commission should consider requiring that the divestiture offering mandate bids that produce a series of flat or declining stranded cost payments. The Commission noted that the Companies testified that the divestiture offering would state a preference for flat or declining payments and would indicate an interest in bid structures that would mitigate stranded cost rate impacts, particularly in the early years. (Gantz testimony in Exh. 4 at p. 13). The Commission was satisfied by this commitment and the fact that it had approval authority over the transaction agreements, as noted above.
Sample 1
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Divestiture Process. In the event that Schering and/or the Competing Third Party (and/or their Affiliates) are required to divest either the Licensed Products or the other PPI Pharmaceutical Product(s) under Section 10.3.2(b), then: (a) Schering shall notify Santarus in writing, within [***] days following the Transaction Notice, which product(s) (Licensed Products or the other PPI Pharmaceutical Product(s)) will be divested. (b) Such divestiture of either the Licensed Products or the other PPI Pharmaceutical Product(s) shall occur and be completed (other than completion of any applicable waiting period under the HSR Act or similar laws or regulations requiring a waiting period prior to consummation of the transaction) within the greater of either [***] following the applicable Transaction Notice or [***] following the earlier of (i) written notice of Santarus’ decision not to acquire Schering’s interest in the Licensed Products pursuant to Section 10.3.3(d) below or (ii) expiration of the [***] period described in Section 10.3.3(d). (c) Should Schering choose to divest the Licensed Products, then Schering will engage an independent investment banker at Schering’s expense to provide a valuation of Schering’s interest in this Agreement and the Licensed Products in the Territory (the “Valuation”) and shall provide Santarus with a copy of the written Valuation opinion of the investment banker within [***] following the date of the Transaction Notice. In determining such Valuation, the investment banker shall take into account all relevant economic factors, including without limitation improvements made by Schering and the value of any applicable Schering Incorporated IP, the effect (if any) of the divestiture on the value of the Licensed Products, the projected effect of Schering’s (or its successor’s or their Affiliates’) becoming a competitor to Licensed Products through sales of PPI Pharmaceutical Product(s), the value (if any) of brand identity established by Schering for the Licensed Products that would be transferred with the Licensed Products, Third Party royalties if any (including without limitation royalties that may be due to the University of Missouri), and other relevant economic factors. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) Santarus shall have the right to elect, until the later of [***] after the date...
Sample 1

Related to Divestiture Process

  • Sale Process If a Non-Economic Facility is marketed for sale in accordance with Section 5.02 and Manager receives an offer therefor which it wishes to accept on behalf of the relevant TRS and Owner, Manager shall give the relevant TRS prompt notice thereof, which notice shall include a copy of the offer and any other information reasonably requested by such TRS. If the relevant TRS, on behalf of the relevant Owner, shall fail to accept or reject such offer within seven (7) Business Days after receipt of such notice and other information from Manager, such offer shall be deemed to be accepted. If the offer is rejected by the relevant TRS on behalf of the relevant Owner, and if Manager elects to continue marketing the Non-Economic Facility by providing written notice to the relevant TRS within seven (7) days of such rejection and Manager does not obtain another offer within ninety (90) days that is accepted by the relevant TRS, the Non-Economic Facility shall be deemed to have been sold to the relevant TRS on the date, at the price and on such other terms contained in the offer. If a Non-Economic Facility is sold to a third party or deemed to have been sold to the relevant Owner pursuant to such offer, effective as of the date of sale or deemed sale: (i) the Management Agreement shall terminate with respect to such Non-Economic Facility; (ii) Aggregate Invested Capital shall be reduced by an amount equal to the net proceeds of sale after reduction for the costs and expenses of the relevant TRS, the relevant Owner and/or Manager (or, in the case of a deemed sale, the net proceeds of sale determined by reference to such offer, after reduction for any amounts actually expended and any amounts which would reasonably have been expected to have been expended if the sale had been consummated by the relevant TRS, the relevant Owner and/or Manager). If the reduction in Aggregate Invested Capital is less than the Invested Capital of the Non-Economic Facility sold or deemed to have been sold, the difference shall be proportionately reallocated to the Invested Capital of the remaining Facilities.

  • Divestiture If Grantee’s employment with the Company or a Subsidiary terminates as the result of a divestiture, then the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto shall become nonforfeitable in accordance with the terms and conditions of Section 1(a) as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the fifth anniversary of the Date of Grant or the occurrence of a circumstance referenced in Section 2(a) or 2(b), whichever occurs first. For the purposes of this Agreement, the term “divestiture” shall mean a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.

  • Divestitures Except to the extent prohibited by applicable Laws, if any BTC Recipient relinquishes Control of all or part of a business unit, or a particular function or facility of any BTC Recipient after the Effective Date (each, a “Divested Entity”), then at the request of such BTC Recipient, State Street will continue to provide the Services, including Disengagement Assistance to such Divested Entity for a period of time BTC requests, which period will not extend beyond the earlier to occur of: (a) 24 months after such entity becomes a Divested Entity; or (b) the end of the period during which State Street is required to provide Disengagement Assistance under this Agreement, at the rates and in accordance with the terms and conditions set forth in the applicable Service Modules; provided, that, such Divested Entity agrees in writing with State Street to abide by the terms and conditions of the applicable Service Module and any applicable provisions of this Agreement. The applicable BTC Recipient shall remain primarily liable for the obligations of the Divested Entity under the applicable Service Modules.

  • Consultative Process This Agreement recognises a commitment of the parties to develop working arrangements which will bring success to the operations of the Company through the ability to implement flexible work arrangements to meet the requirements of customers and the personal, study or family commitments of employees.

  • Disposition Services The Manager shall: (i) evaluate and approve potential asset dispositions, sales, or liquidity transactions; and (ii) structure and negotiate the terms and conditions of transactions pursuant to which the assets of the Company may be sold.

  • Approval Process Tenant shall notify Landlord whether it approves of the submitted working drawings within three business days after Landlord’s submission thereof. If Tenant disapproves of such working drawings, then Tenant shall notify Landlord thereof specifying in reasonable detail the reasons for such disapproval, in which case Landlord shall, within five business days after such notice, revise such working drawings in accordance with Tenant’s objections and submit the revised working drawings to Tenant for its review and approval. Tenant shall notify Landlord in writing whether it approves of the resubmitted working drawings within one business day after its receipt thereof. This process shall be repeated until the working drawings have been finally approved by Landlord and Tenant. If Tenant fails to notify Landlord that it disapproves of the initial working drawings within three business days (or, in the case of resubmitted working drawings, within one business day) after the submission thereof, then Tenant shall be deemed to have approved the working drawings in question. Any delay caused by Tenant’s unreasonable withholding of its consent or delay in giving its written approval as to such working drawings shall constitute a Tenant Delay Day (defined below). If the working drawings are not fully approved (or deemed approved) by both Landlord and Tenant by the 15th business day after the delivery of the initial draft thereof to Tenant, then each day after such time period that such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay Day.

  • Outsourcing 28.1. The Company provides its Clients with trading services using an internet based trading system. The Company has outsourced the development, physical hosting, maintenance and updating of its online Trading Platform to a foreign entity. The Company’s Clients will not have any direct contact with this entity and the Company will take all reasonable steps to ensure the security of all the data regarding the identity of its Clients. The Client hereby acknowledges and accepts the fact that the Company outsources such activities.

  • CENTRAL GRIEVANCE PROCESS The following process pertains exclusively to grievances on central matters that have been referred to the central process. In accordance with the School Boards Collective Bargaining Act central matters may also be grieved locally, in which case local grievance processes will apply.

  • Grievance Process (a) Either party, with the agreement of the other party, may submit a grievance to Grievance Mediation at any time within ten (10) working days after the Employer’s decision has been rendered at the step prior to arbitration. Where the matter is so referred, the mediation process shall take place before the matter is referred to Arbitrator. (b) Grievance Mediation shall be scheduled within twenty (20) working days of the grievance being submitted to mediation, or longer period as agreed by the parties. (c) No matter may be submitted to Grievance Mediation which has not been properly carried through the grievance procedure, provided that the parties may extend the time limits fixed in the grievance procedure. (d) The parties shall agree on a mediator. (e) Proceedings before the Mediator shall be informal. Accordingly, the rules of evidence will not apply, no record of the proceedings shall be made and legal counsel shall not be used by either party, unless otherwise mutually agreed. (f) If possible, an agreed statement of facts will be provided to the Mediator, and if possible, in advance of the Grievance Mediation Conference. (g) The Mediator will have the authority to meet separately with either party. (h) If no settlement is reached within five (5) working days following Grievance Mediation, the parties are free to submit the matter to Arbitration in accordance with the provisions of the collective agreement. In the event that a grievance which has been mediated subsequently proceeds to arbitration, no person serving as the Mediator may serve as an Arbitrator, unless otherwise mutually agreed. Nothing said or done by the mediator may be referred to Arbitration. (i) The Union and Employer will share the cost of the Mediator, if any.

  • TRANSACTION PROCESS The RFQ for this Lot will contain a deliverable-based Statement of Work (SOW). The RFQ will include, but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at xxxx://xxx.xxx.xxxxx.xx.xx/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote.

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